Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2021, Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the
"Company") entered into a Second Amended and Restated Employment Agreement (the
"Employment Agreement") with Jeffrey A. Lipson, the Company's Executive Vice
President and Chief Financial Officer.
The Employment Agreement requires Mr. Lipson to devote substantially all of his
business time and efforts to the Company. It also provides for the following:
•an initial annual base salary of $525,000, subject to at least annual review
and potential increase by the compensation committee of the board of directors
of the Company (the "Compensation Committeee");
•eligibility for annual cash performance bonuses based on the satisfaction of
performance goals established by the Compensation Committee, which will be
awarded at the discretion of the Compensation Committee and are subject to at
least annual review and potential increase by the Compensation Committee;
•participation in the Company's fringe benefit programs that the Company
generally makes available to its employees, including medical and dental
insurance and life insurance;
•eligibility to receive an award of limited partner profit interests ("LTIP
Units") under the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Equity Incentive Plan (the "2013 Plan") and an applicable LTIP Unit award
agreement when grants of LTIP Units are otherwise made by the Company to
similarly situated executives of the Company; and
•eligibility to receive for grants of restricted stock, stock options or other
awards under the 2013 Plan.
The term of the Employment Agreement commenced as of March 1, 2019 (the date of
Mr. Lipson's original employment agreement with the Company) and will terminate
on a date specified by the Company or Mr. Lipson in a notice given, at will,
with or without cause, by either party to the other party not less than 30 days
prior to such termination date, unless such term is sooner terminated under the
The Employment Agreement provides that if Mr. Lipson's employment is terminated
by the Company for reasons other than for "cause" or by him for "good reason"
(as each term is defined in the Employment Agreement), Mr. Lipson will be
entitled to the following severance payments and benefits, subject to Mr.
Lipson's execution and non-revocation of a general release of claims: (i)
accrued but unpaid base salary, bonus and other benefits earned and accrued but
unpaid prior to the date of termination, (ii) an amount equal to the sum of 18
months of Mr. Lipson's then-current annual base salary and 150% of his annual
average bonus over the prior three years (or such fewer years with respect to
which he received an annual bonus), (iii) health benefits for 18 months
following Mr. Lipson's termination of employment at the same level as in effect
immediately preceding such termination, subject to reduction to the extent that
he receives comparable benefits from a subsequent employer, and (iv) 100% of the
unvested stock or stock-based awards held by Mr. Lipson will become fully vested
The Employment Agreement also provides that 100% of Mr. Lipson's unvested
time-based stock (or stock-based) awards become fully vested and/or exercisable
in the event Mr. Lipson's employment is terminated other than for cause within
60 days before or 90 days after a "change-in-control" (as defined in the
Employment Agreement) , and for the effect of a termination of employment before
or after a change-in-control on Mr. Lipson's performance-based stock (or
stock-based) awards to be determined in accordance with the applicable
agreements under which such awards were granted.
The Employment Agreement also contains standard confidentiality provisions,
which apply indefinitely, and both non-competition and non-solicitation
provisions, which apply during the term of the Employment Agreement and for a
period of 18 months following termination of employment.
The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by the terms of the Employment
Agreement to be filed as an exhibit the Company's next periodic report.
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